As filed with the Securities and Exchange Commission on June 18, 2019.
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GRAFTECH INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
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Delaware
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27-2496053
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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982 Keynote Circle
Brooklyn Heights, OH 44131
(216) 676-2000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Gina K. Gunning
Chief
Legal Officer
GrafTech International Ltd.
982 Keynote Circle
Brooklyn Heights, OH 44131
(216) 676-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
(Copies of all communications, including communications sent to agent for service)
Sandra L. Flow, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006
(212) 225-2000
Approximate
date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a
post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in
Rule 12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered(1)
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Amount to be registered/
Proposed maximum
offering price per unit/
Proposed maximum
aggregate offering price(2)
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Amount of
registration fee(3)
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Common Stock, $0.01 par value
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Preferred Stock, $0.01 par value
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Debt Securities
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Depositary shares
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Warrants
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Purchase Contracts
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Units
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(1)
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These offered securities may be sold separately, together as units or with other offered securities. Separate
consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued as units or represented by depositary shares.
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(2)
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An indeterminate aggregate initial offering price and number or amount of the securities is being registered as
may periodically be offered at indeterminate prices.
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(3)
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In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is
deferring payment of the entire registration fee. A registration fee of $35,026.19 was previously paid in connection with a prior Registration Statement on Form
S-1
filed by the registrant with the Securities
and Exchange Commission on March 4, 2019 (File
No. 333-230056)
registering $288,995,000.00 of unsold securities and, pursuant to Rule 457(p) under the Securities Act of 1933, as amended, will be used
to offset future registration fees due under this Registration Statement.
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